Corporate Press Release
Annual General Meeting of Credit Suisse Group AG: All Proposals Put Forward by the Board of Directors Approved
At today's Annual General Meeting of Credit Suisse Group AG in Zurich, shareholders approved all of the proposals put forward by the Board of Directors.
Distribution against Reserves from Capital Contributions
Shareholders approved a distribution against reserves from capital contributions of CHF 0.70 per registered share for the 2014 financial year in the form of either shares (scrip dividend), a cash distribution or a combination thereof. Such distributions remain subject to the provisions of foreign law concerning the acquisition of new shares. Should no choice be made, the distribution will be paid out entirely in cash.
Both the delivery of the new shares and the distribution in cash are scheduled for May 21, 2015. The issue price of the new shares is based on the five-day average of the daily volume-weighted average prices from May 11, 2015, to May 18, 2015, of registered shares of Credit Suisse Group AG listed on the SIX Swiss Exchange AG, less a discount of 6%.
Further information on the scrip dividend can be found in the ‘Shareholder Information – Summary Document’, which is available on the Credit Suisse website at: www.credit-suisse.com/agm
Increase in Authorized Capital
With a majority of 92.36% of the votes represented, shareholders approved the increase and extension of authorized capital. In order to maintain financial flexibility in the course of further developing business activities and the business portfolio, and for the purposes of servicing the scrip dividend, authorized capital will be increased from currently CHF 4,497,908.52 (equivalent to 112,447,713 registered shares) to a maximum of CHF 6,400,000 (equivalent to 160,000,000 registered shares), authorization will be extended by two years, and Art. 27 of the Articles of Association will be amended accordingly. 60,000,000 of these registered shares are reserved for servicing the 2015 scrip dividend.
Elections to the Board of Directors
Chairman Urs Rohner and the other Members of the Board of Directors who stood for re-election were confirmed in office for a further term of one year.
Seraina Maag was elected to the Board of Directors as a new member for a term of office of one year. Seraina Maag is President and Chief Executive Officer of EMEA at American International Group (AIG), a leading global financial services company. Seraina Maag lives in London and is responsible for the company's insurance business in Europe, the Middle East and Africa. Seraina Maag is an executive with extensive international experience, and has a career spanning more than 25 years with functions in the insurance and financial services industry in Switzerland, Europe, the US and Australia. She grew up in Switzerland and has dual Swiss and Australian citizenship.
Re-Election of the Members of the Compensation Committee
The Annual General Meeting re-elected Iris Bohnet, Andreas N. Koopmann, Jean Lanier and Kai S. Nargolwala as Members of the Compensation Committee for a term of one year. Jean Lanier will serve as Chairman of the Compensation Committee for a further year.
Approval of the Compensation of the Board of Directors and the Executive Board
The Annual General Meeting adopted the proposal to approve a maximum amount of compensation for the Board of Directors of CHF 12 million for the period until the 2016 ordinary General Meeting of Shareholders with a majority of 87.79%.
The Annual General Meeting adopted the proposal to approve a maximum amount of CHF 32.0 million, comprising the fixed compensation component for the Executive Board for the period until the 2016 ordinary General Meeting of Shareholders, and the amount of CHF 39.1 million, comprising the variable compensation components for the Executive Board for the 2014 financial year, with a majority of 86.95%.
Consultative Vote on the 2014 Compensation Report
In a consultative vote, shareholders approved the 2014 Compensation Report, with a majority of 66.76% of the represented votes.
Statements by Urs Rohner, Chairman of the Board of Directors
Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group, commented: "We are pleased by the positive voting results. The approval of the compensation of the Board of Directors and the Executive Board and the Compensation Report are an acknowledgment of our responsible compensation policy. We thank our shareholders for their support."
With regard to the changes to the Board of Directors, Urs Rohner added: "I am delighted to welcome Seraina Maag as a new Member of our Board of Directors. Her broad experience and expertise in the financial services sector, combining extensive financial and management responsibility in large American and Swiss companies, will be extremely beneficial for the Board of Directors. We owe Jean-Daniel Gerber and Anton van Rossum, who did not stand for re-election, our considerable thanks for the personal contributions they have made during their terms of office."
All the voting results together with the speeches of Urs Rohner, Chairman of the Board of Directors, and Brady W. Dougan, Chief Executive Officer, are available on the internet in both English and German at: